Terms of Use

These Terms of Use (the "Agreement") apply to, and govern, access to and use of the Product (defined below).

CUSTOMER IS AGREEING TO THIS AGREEMENT BY CLICKING ON THE "I ACCEPT" (OR SIMILAR) BUTTON, BY CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THIS AGREEMENT, OR OTHERWISE BY REGISTERING FOR OR ACCESSING THE PRODUCT.

This Agreement also applies to, and governs, the executed Order (defined below), and this Agreement is hereby incorporated by reference into, and made a part of, such Order.

The Agreement constitutes a binding agreement between Bag of words Inc. (or, if applicable, another entity designated by Bag of words or specified in the Order) ("Company"), and the customer specified in the Order or the Product registration page, as the case may be ("Customer"). If an individual is submitting an Order, or otherwise subscribing to the Product, using an organization's email address, such organization shall be deemed the Customer.

Company and Customer may be collectively referred to herein as the "Parties", and each individually as a "Party". An individual entering into this Agreement on behalf of the Customer, represents that he/she has the right, authority and capacity to act on behalf of the Customer and to bind the Customer to this Agreement.

1. Definitions

The following capitalized terms have the meanings set forth below:

• "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby "control" means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
• "Content" means any text, data, information, reports, files, images, graphics, software code, or other content.
• "Customer Content" means any Content submitted or uploaded to, or transmitted through, the Product, or otherwise provided or made available to Company, by or on behalf of Customer.
• "Customer Environment" means the on-premises or virtual equipment, systems and/or servers owned or managed solely by Customer, as specified in the Order.
• "Deployment Type" means the deployment type (as specified in the Order) of the Product subscribed to by Customer, as specified in the Order. If no Deployment Type is specified in the Order, the Deployment Type shall be deemed to be on a software-as-a-service (SaaS) multi-tenant public cloud basis.
• "Documentation" means the operational guides or manuals, which Company provides or makes available to Customer, in any form or medium.
• "Effective Date" means the date the Order is executed by the Parties, unless the Order itself specifies a different start/effective date.
• "Input" means any Customer Content which is made, or submitted by Customer to the Product in order to receive an Output.
• "Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, branding, technology, and other intellectual property.
• "Installed Software" means any software that is made available to Customer, on Customer's devices, to be used in connection with the Product.
• "Law" means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.
• "Order" means the ordering document entered into between the Parties, which specifies the Product and any Other Products purchased by Customer.
• "Services" means Setup Services, and/or any other services provided by or on behalf of Company in connection with the supply and use of the Product.
• "Output" means any Content which is generated by the Product and returned to Customer, in response to the Customer's Input.
• "Privacy Policy" means the Company's privacy policy.
• "Product" means Company's software, and generally available open source software relating or enabling the functionality of the Product, and any related web applications, mobile applications, APIs, and other tools that Company makes available to Customer.
• "Product Content" means any Content (excluding Customer Content) appearing on or in, or otherwise provided or made available via, the Product.
• "Subscription Scope" means any Product-related usage or consumption limitations, entitlements, and parameters specified in the Order.
• "Usage Statistics" means any non-Customer-identifying information, data, reporting, suggestions, analyses, and/or intelligence relating to the operation, support, and/or Customer's use, of the Product.
• "User" means Customer, its Affiliates', employees and contractors who are or shall be authorized by Customer to use the Product.

2. Account

In order to access the Product, Customer may be given the opportunity (or otherwise be required) to generate an account by submitting the information requested in the applicable online registration page or Product interface ("Account"). Customer shall ensure that all information submitted during the registration process is, and will thereafter remain, complete and accurate. As between Company and Customer, Customer shall be solely responsible and liable for maintaining the confidentiality and security of its Account credentials, as well as for all activities that occur under or in such Account. Customer shall immediately notify Company in writing of any unauthorized access to, or use of, an Account, or any other breach of security.

3. Pilots and Evaluation Products

Pilots. If agreed in the Order, Customer may be entitled to conduct an evaluation, 'proof-of-concept', or pilot of the Product (a "Pilot"). A Pilot is limited to whatever duration, features, and functionalities Company elects in its sole discretion (or that is otherwise specified in the Order), and, unless agreed otherwise in the Order, Company reserves the right to add and remove any features and functionalities, as well as terminate a Pilot, at any time, with or without notice.

Evaluation Products. From time to time, Company may permit Customer to try certain Product features or functionalities at no charge for a free trial or evaluation period (each, an "Evaluation Product"). Unless configured otherwise by Company, or agreed otherwise, the default evaluation period for an Evaluation Product is thirty (30) days. However, Company reserves the right to terminate an Evaluation Period at any time, with or without notice.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EVALUATION PRODUCTS AND PILOTS ARE PROVIDED FOR CUSTOMER'S INTERNAL EVALUATION ONLY (AND NOT FOR PRODUCTION USE), AND COMPANY SHALL HAVE NO OBLIGATION OR LIABILITY OF ANY KIND WHATSOEVER FOR EVALUATION PRODUCTS OR PILOTS.

4. Product Subscription

General. Subject to the terms and conditions of this Agreement (including without limitation Customer's payment of all applicable Fees), Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license, during the Subscription Term, to:

• Access and use the Product, and view the Product Content, for Customer's internal end use; and
• If applicable, download, install, and use the Product, and any other Installed Software to which Customer is entitled, within the applicable Customer Environment.

The Product is only licensed or provided on a subscription basis (and is not sold) hereunder. Any rights not expressly granted to Customer herein are hereby reserved by Company and its licensors.

Monitoring. Company and its Affiliates may monitor, and collect data and information regarding, Customer's use of the Product for quality control purposes, for enforcement of this Agreement, for analytics and statistics purposes, and for further improving Company's products.

Delivery and Hosting. The Product will be made available to Customer electronically. The hosting of the Product may be provided by a third party cloud hosting provider selected by Company.

5. Services

Setup. If applicable, and subject to payment by Customer of the applicable Fees therefor, Company shall provide whatever service-related setup or onboarding services as may be specified in the Order.

Other Services. Other than Setup Service, Company is not obligated to provide any other services. Any Services mutually agreed to between the Parties shall be set out in sequential Professional Services Statements of Work signed by the Parties.

6. Payment

Fees. Customer agrees to pay Company the fees and other charges set forth in the Order, if any (the "Fees").

Fee Increases. Company shall be entitled from time to time, and by written notice, to increase the Fees under the Order; provided, however, that the updated Fees shall apply to the next Order renewal, provided that such notice was given at least thirty (30) days prior to such renewal.

Payment Terms. Unless expressly stated otherwise in the Order: (a) all Fees are stated, and are to be paid, in US Dollars; (b) billing cycles for the Subscription are on an annual basis; (c) Company shall be entitled to invoice Customer for Fees in advance at the commencement of each billing cycle; (d) all payments and payment obligations under this Agreement are non-refundable, and are without any right of set-off or cancellation.

Taxes. Amounts payable under this Agreement do not include any applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Company's net income. Customer is responsible for paying all Taxes associated with its purchases hereunder.

7. Customer Content and Output

Ownership of Customer Content. As between the Parties, Customer is the exclusive owner of all Customer Content.

Ownership of Output. As between the Parties, and subject to Customer's compliance with the terms and conditions of this Agreement, Customer will be the exclusive owner of all Output.

No Sensitive Data. Customer shall ensure that no Customer Content includes or links to Sensitive Data.

Responsibility for Customer Content. Customer is solely responsible for the legality, accuracy and quality of Customer Content, such as for ensuring that Customer's collection, processing, storage and transmission of Customer Content is compliant with all applicable Laws.

Responsibility for Output. Customer acknowledges and agrees that artificial intelligence and machine learning are rapidly evolving fields, and that use of the Product may in some situations result in incorrect Output. Customer is solely responsible and liable for evaluating and verifying the Output as being suitable and appropriate for Customer's needs and use.

Data Storage. The Product is not intended to operate as a data storage or archiving product, and Customer agrees not to rely on the Product for the storage of any Customer Content or Output. Customer is solely responsible and liable for the maintenance and backup of all Customer Content and Output.

8. Company Intellectual Property

Company IP. Company (and/or its licensors and suppliers) is, and shall be, the sole and exclusive owner of all right, title and interest in and to the Product, Product Content, Company's Confidential Information, any feedback or suggestions, Usage Statistics, and any improvements or derivative works thereof.

Usage Restrictions. Customer shall not: (a) copy, create public Internet "links" to, "frame", or "mirror" any Company IP; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute any Company IP to any third party; (c) modify, adapt, translate, or create a derivative work of any Company IP; (d) decompile, disassemble, decrypt, reverse engineer, or otherwise attempt to discover the source code of any Company IP; (e) remove or alter any proprietary rights notices; (f) circumvent security-related features; (g) use any Company IP to develop any competitive product; (h) use any automated means to access the Product without authorization.

9. Confidentiality

Each Party will: (a) protect the Confidential Information of the other Party using the same degree of care that it uses to protect its own Confidential Information (but not less than reasonable care); (b) not use any Confidential Information for any purpose outside the scope of this Agreement; and (c) limit access to Confidential Information to those employees, contractors, and professional advisors who need that access for purposes consistent with this Agreement.

10. Performance Warranty; Disclaimers

Performance Warranty. Company warrants that: (a) the Product will operate in substantial conformity with the applicable performance specifications set out in Documentation; and (b) Company shall perform Professional Services in a professional and workmanlike manner.

Disclaimer of Implied Warranties. OTHER THAN THE PERFORMANCE WARRANTY, THE PRODUCT, PRODUCT CONTENT, AND OTHER SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL DEFECTS, AND ALL EXPRESS, IMPLIED AND STATUTORY CONDITIONS AND WARRANTIES ARE HEREBY DISCLAIMED BY COMPANY AND ITS LICENSORS. COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE EFFECTIVENESS, ACCURACY, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR QUALITY OF THE PRODUCT.

11. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR LICENSORS BE LIABLE FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, OR ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

THE COMBINED AGGREGATE LIABILITY OF COMPANY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY (OR, IF NO FEES APPLY, ONE HUNDRED US DOLLARS (USD$100)).

12. Indemnification

Indemnification by Company. In the event that a third party makes or institutes any claim alleging that Customer's authorized use of the Product infringes such third party's copyright or patent, Company shall defend Customer against and indemnify Customer for any amount finally awarded.

Indemnification by Customer. If Company incurs any loss or liability under or in connection with any claim arising from Customer's breach under this Agreement or Customer's use of the Product, Customer agrees to defend and indemnify Company.

13. Term and Termination

Term. This Agreement commences on the Effective Date and shall continue for the duration of the Subscription Term.

Renewals. Unless specified otherwise, upon expiration of the initial Subscription term, the Order and Subscription shall automatically renew for successive renewal terms of equal length, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

Termination. Either Party may terminate this Agreement for cause upon written notice if the other Party commits a material breach and fails to cure such breach within thirty (30) days after receiving written notice.

Effect of Termination. Upon termination: (a) the Subscription shall automatically terminate; (b) Customer shall cease all access and use of the Product; (c) Customer shall pay any outstanding Fees; and (d) Customer will have up to ten (10) calendar days to retrieve Customer Content.

14. Miscellaneous

Entire Agreement. This Agreement represents the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior understandings and statements.

Amendment. This Agreement may only be modified by a written instrument duly signed by each Party.

Assignment. This Agreement may not be assigned by Customer without Company's prior written consent.

Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to conflicts of laws principles. Any dispute will be subject to the exclusive jurisdiction of the courts in Wilmington, Delaware.

Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver. No failure or delay in exercising any right will operate as a waiver thereof.

Force Majeure. Neither Party shall have liability for performance prevented by events beyond reasonable control, including fire, flood, pandemic, war, or governmental actions.

Export Compliance. Customer represents that it will not use the Product in violation of any Export Control Laws.

High-Risk Activities. Customer shall not use the Product for activities where failure could lead to death, personal injury, or environmental damage.

Contact [email protected] for questions about these terms.